0001137171-12-000202.txt : 20120510 0001137171-12-000202.hdr.sgml : 20120510 20120509182014 ACCESSION NUMBER: 0001137171-12-000202 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20120507 FILED AS OF DATE: 20120510 DATE AS OF CHANGE: 20120509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NXT Energy Solutions Inc. CENTRAL INDEX KEY: 0001009922 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 611126904 STATE OF INCORPORATION: A0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24027 FILM NUMBER: 12827153 BUSINESS ADDRESS: STREET 1: 505 3RD STREET, S.W. STREET 2: SUITE 1400, CITY: CALGARY, T2P 3E6 STATE: A0 ZIP: 90035 BUSINESS PHONE: 403-264-7020 MAIL ADDRESS: STREET 1: 505 3RD STREET, S.W. STREET 2: SUITE 1400, CITY: CALGARY, T2P 3E6 STATE: A0 ZIP: 90035 FORMER COMPANY: FORMER CONFORMED NAME: ENERGY EXPLORATION TECHNOLOGIES / DATE OF NAME CHANGE: 20000628 FORMER COMPANY: FORMER CONFORMED NAME: PINNACLE OIL INTERNATIONAL INC DATE OF NAME CHANGE: 20000626 FORMER COMPANY: FORMER CONFORMED NAME: ENERGY EXPLORATION TECHNOLOGIES DATE OF NAME CHANGE: 20000616 6-K 1 nxt6k05072012.htm NXT ENERGY SOLUTIONS INC. - FORM 6K MD - Filed by Filing Services Canada Inc. (403) 717-3898

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 6-K

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934

 

For the month of May, 2012

Commission File Number:  000-24027

 

NXT Energy Solutions Inc.

(Translation of registrant's name into English)

 

1400, 505-3rd Street S.W.

Calgary, Alberta  T2P 3E6

Canada
(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F  X     Form 40-F _____

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  

Yes _____ No     X       

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  

Yes _____ No    X     

 

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes _____ No    X     

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

 

 

 

 

The Issuer is filing material documents not previously filed.

 

 

 


 

 

 

 

 

 

 

Exhibit List:

 

99.1   News Release dated May 7, 2012

 

 

 

 

 

 

 



 

 

 

 

SIGNATURES

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date:  May 7, 2012

 

 

 

NXT Energy Solutions Inc.

 

By:  /s/ Greg Leavens

 

Name: Greg Leavens

          Title: Vice-President Finance and Chief Financial Officer


 

 

 

 

 

 

 

 

 

 

 



EX-99.1 2 newsrelease.htm NEWS RELEASE DATED MAY 7, 2012 MD - Filed by Filing Services Canada Inc. (403) 717-3898

 

 

NXT ANNOUNCES CLOSING OF
US $1 MILLION PRIVATE PLACEMENT FINANCING

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States unless an exemption from such registration is available.

CALGARY, ALBERTA, May 7, 2012 - NXT Energy Solutions Inc. (“NXT” or the “Company”) (TSX-V:SFD; NASDAQ-OTCBB:NSFDF), today announced the closing of a non-brokered private placement financing (the “Financing”) of 1,303,333 units (the “Units”) for proceeds of US $977,500.

“I am very pleased with the significant progress that NXT has made since Q3-2011” said George Liszicasz, NXT’s President & CEO. “We are on track to post a record year in revenues, and expansion in our Latin America core area continues.  Since receiving the ‘Best Innovation Award’ at the NGO conference in Mexico last August, NXT has been asked to make technical presentations to new client prospects in Brazil, Colombia, the Middle East, Africa and Mexico.  The recent, cumulative injection of US$3.2 million capital has allowed us to significantly enhance our financial position, and will enable us to pursue and execute new larger scale international contracts.  Our goal has never changed - “to have the SFD® technology become an integral part of every explorationist’s Toolbox”.

Each of the 1,303,333 Units issued in this Financing consist of one common share of NXT (a “Share”) and one common share purchase warrant (a “Warrant”), with the following terms:

·

Each of the 1,303,333 Warrants issued will entitle the holder to acquire one Share of NXT at an exercise price of US $1.20 and has a term of 2 years, expiring  May 4, 2014;

·

NXT has the option to call for acceleration of the expiry (the “Acceleration”, subject to a maximum of 50% in the first 6 months after issuance) of the Warrants if it issues a press release advising that its Shares have traded in excess of US $1.50 for 20 consecutive trading days on the Nasdaq OTCBB;

·

Any Warrants subject to Acceleration shall expire 30 days after notice; and

·

These new Shares and Warrants issued are subject to a hold period that expires September 5, 2012.


NXT paid finder’s fees totaling US $61,800 and issued a total of 82,400 finder’s warrants (with the same terms as the Warrants noted above) on this Financing, which had the same terms as the prior private placement financings which closed in March for total gross proceeds of US $2,216,005.   This current Financing includes US $30,000 subscribed for by one of the officers of NXT.


NXT now has a total of 39,554,959 outstanding common shares.  The cumulative total for the recent 2012 private placement closings is summarized as follows:






 

March

May 4

2012 total

Gross proceeds (in US$)

$ 2,216,005

$  977,500

$  3,193,505

Proceeds, net of finder's fees (in US$)

$ 2,094,193

$  915,700

$  3,009,893

Number of Shares issued

2,954,672

1,303,333

4,258,005

Number of Warrants issued

2,954,672

1,303,333

4,258,005

Number of finder's warrants issued

162,416

82,400

244,816

Total number of warrants issued

3,117,088

1,385,733

4,502,821

 

The above noted 4,502,821 warrants have a maximum term of two years to expiry, which range from March 7 to May 4, 2014.

NXT intends to use these total net proceeds to enhance its working capital position and for general corporate purposes, which may include execution of future SFD® survey contracts, undertaking expanded sales and marketing, IP protection and R&D initiatives, enhancing survey capacity, and to attract new staff and advisors.  

NXT also advises that it has terminated its contract with Equicom Group Inc. (“Equicom”), who has been providing investor relations advisory services to complement our internal efforts.  NXT wishes to thank Equicom for its efforts over the past year.

NXT is a Calgary based company whose proprietary airborne Stress Field Detection ("SFD®") survey system provides a proprietary survey method that can be used both onshore and offshore to remotely identify potential hydrocarbon traps and reservoirs. NXT provides its clients an efficient and reliable method to reduce time, costs, and risks related to exploration surveys. The SFD® survey system enables our clients to more efficiently focus their hydrocarbon exploration decisions concerning land commitments, data acquisition expenditures and prospect prioritization onto the areas with the greatest potential. SFD® is environmentally friendly and unaffected by ground security issues or difficult terrain, and is the registered trademark of NXT Energy Solutions Inc.

Forward-Looking Statements

This news release includes forward-looking statements. When used in this document, words such as “intends”, “plans”, “anticipates”, “expects” and “scheduled”, are forward-looking statements. Forward-looking statements are subject to a wide range of risks and uncertainties, and although the Company believes that the expectations represented by such a forward-looking statement are reasonable; there can be no assurance that such expectations will be realized. Any number of factors can cause actual results to differ materially from those in the forward-looking statements.

Greg Leavens, V-P Finance & CFO

George Liszicasz, President & CEO

NXT Energy Solutions Inc.

NXT Energy Solutions Inc.

Tel: (403) 206-0805

Tel: (403) 206-0800

gleavens@nxtenergy.com

george@nxtenergy.com

www.nxtenergy.com

 


Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) nor NASDAQ OTCBB Exchanges accept responsibility for the adequacy or accuracy of this release.



 


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